EdgeWater was founded in 1992 with the purpose of designing and manufacturing robust, safe and reliable powerboats under the premium brand EdgeWater. EdgeWater sells boats to the North American market and sold in 2022 more than 300 boats in sizes of up to 37 feet. The boats are mainly saltwater boats, of the centre console type, which are used for pleasure, fishing and transport. All boats are equipped with outboard motors. EdgeWater has approximately 165 employees with an experienced management team and had sales of approximately USD 47.7 million in 2022 [1], had an adjusted EBIT of approximately USD 3.0 million [1], and had an adjusted EBIT margin of approximately 6.3% [1].

The cash consideration amounts to USD 9.5 million on a cash and debt free basis, corresponding to approximately SEK 100 million. Synergy effects are expected to arise through a stronger market position, access to production capacity in the US and through more efficient logistics, which is also positive from a sustainability perspective. The acquisition includes an industrial property which, as of February 2023, is valued at approximately USD 3.5 million [2]. The acquisition is financed with equity and the Company intends to carry out a directed share issue of up to 1,937,781 shares. The Company will announce a press release with more information about the intended directed share issue. EdgeWater will become a part of Nimbus Group’s American organisation. The acquisition of EdgeWater is expected to close during the second quarter of 2023 and is subject to customary terms. EdgeWater is expected to be consolidated into Nimbus Group’s accounts from the closing date.

”Through the development of new boat models, global expansion, densification of the dealership network and acquisitions, we have delivered on our clear growth strategy. In that strategy, an expansion in the important North American market is one of the cornerstones. The acquisition of EdgeWater adds a strong and successful brand to our portfolio, expands our presence in the North American market and adds an important local organisation with production capacity in the US”, says Jan-Erik Lindström, President and CEO of Nimbus Group.

The market for powerboats in the US is the single largest in the world and to support Nimbus Group’s expansion in the US, the Company has made large investments in recent years. In 2022, the Company established its own local organisation at the same time as the Company announced the establishment of its new US sales office and headquarters in Annapolis, Maryland, located on the east coast of the US. The investments have led to Nimbus Group doubling its number of locations in the North American market in 2022.

The Board of Directors of Nimbus Group has also decided to withdraw the previous proposal for a dividend of SEK 1.50 per share for 2022. While current liquidity is sufficient to support the previously suggested dividend proposal, the Board of Directors prefers to strengthen the financial buffer and stability for the Company. In accordance with the financial targets, Nimbus Group shall not have any long-term financial debt (excluding real estate related debt).

[1] Net sales and EBIT have been adjusted for floor plan interest, totaling USD 0.85 million for the full year 2022. According to Nimbus Group’s accounting methodology, these interest expenses are accounted for under ’Result from financial items’ in the income statement. Other adjustments to EBIT totaling USD 0.02 million are mainly attributable to non-recurring personnel contributions and normalisation of costs for the finance function. Financial information for 2022 is retrieved from EdgeWater’s management accounts and has not been subject to audit or any other review by auditor.
[2] In connection with the transaction, Colliers International Florida, LLC has issued a “Broker opinion of Value” where the value of the industrial property has been estimated to between USD 3.4 and 3.6 million.

For more information, please contact:
Jan-Erik Lindström, President and CEO, Nimbus Group
E-mail: jan-erik.lindstrom @nimbus.se

Gunilla Öhman, Investor Relations, Nimbus Group
Telephone: +46 707 63 81 25
E-mail: gunilla.ohman@nimbus.se

Conference call
A webcast telephone conference will be held on Thursday 9 March at 11:00 CET during which President and CEO Jan-Erik Lindström will present the acquisition of EdgeWater together with CFO Rasmus Alvemyr. The presentation will be followed by a Q&A session. The presentation will be held in English. If you wish to participate via telephone conference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the telephone conference.
Call Access (financialhearings.com)

If you wish to participate via webcast, please use the link below.
Press conference March 2023 (financialhearings.com)

About Nimbus Group
Nimbus Group produces and markets powerboats which includes the brands Alukin, Aquador, Bella, Falcon, Flipper, Nimbus and Paragon Yachts. Sales are made through dealer networks and the largest markets are the Nordic region, Europe and the US. In 2022, the Group had sales of SEK 1,751 million and 423 employees. Operations are conducted in Sweden, Finland, Poland, England, Norway and the US. Nimbus Group has been listed on Nasdaq First North Growth Market since February 2021. For more information, see  www.nimbusgroup.se

Certified adviser
Erik Penser Bank
E-mail: certifiedadviser@penser.se

Important information
The release, distribution or publication of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Nimbus Group in any jurisdiction, neither from Nimbus Group nor from someone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the ” Securities Act ”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, the United Kingdom, Australia, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa, New Zealand or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom this press release, including any other information regarding the securities described herein, is only distributed to and directed only at, and any investment or investment activity to which this document relates is only available to and will be engaged in only with ”qualified investors” who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of “professional investors” as defined in Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ” Order ”), or (ii) high net worth entities falling within Article 49 (2)(a) to (d) of the Order (all such persons under (a) and (b) above are jointly referred to as ”relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the ” Prospectus Regulation ”) and has not been approved by any regulatory authority in any jurisdiction. Nimbus Group has not authorised any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any member state of the EEA, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Regulation.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in new shares. Any investment decision in connection with the Directed Issue must be made based on all publicly available information relating to Nimbus Group and Nimbus Group’s shares. Such information has not been independently verified by Nimbus Group or Carnegie. Carnegie is acting for Nimbus Group in connection with the Directed Issue and no one else. Carnegie will not be liable to anyone else for providing the protections afforded to Carnegie’s clients nor for giving advice in connection with the Directed Issue or any other matter referred to herein. The information in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

This press release does not constitute a recommendation for any investors’ decision regarding the Directed Issue. Each investor or prospective investor should conduct their own assessment, analysis and evaluation of the business and information described in this press release and publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of Nimbus Group’s website nor any other website available through hyperlinks on Nimbus Group’s website are incorporated into or form part of this press release.

Forward-looking statements
This press release contains certain forward-looking statements that reflect Nimbus Group’s current beliefs or expectations about future events and financial and operational performance, including statements about guidance, planning, prospects and strategies. Words like ”intend”, ”estimate”, ”expect”, “plan”, ”can” and similar expressions about indications or predictions about future development or trends which are not based on historical facts constitutes forward-looking information. The forward-looking statements in this press release are based on various assumptions, in several instances based on additional assumptions. Even if Nimbus Group believes that the assumptions reflected in these forward-looking statements are reasonable, Nimbus Group cannot give any warranties that any such forward-looking statements will be materialised. Since these forward-looking statements involve both known and unknown risks and uncertainties, the actual outcome can be essentially different compared to the forward-looking information. Such risks and uncertainties include but are not limited to the Acquisition contributing to the fulfilment of Nimbus Group’s operational and financial targets. The Company does not provide any warranty that the assumptions which constitute the basis for the forward-looking statements in this press release are correct and each reader of the press release should not without reason trust the forward-looking statements in this press release. Forward-looking statements in this press release are only valid at the time of this press release and may be amended without notice. Neither Nimbus Group nor anyone else undertakes any obligation to review, update or confirm or publicly announce any amendment of any forward-looking statement to reflect events that have occurred or circumstances occurring regarding the contents of this press release, unless required by law or the Nasdaq First North Growth Market rulebook.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014 /65/EU on markets in financial instruments, as amended (” MiFID II ”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the ” MiFID II Product Governance Requirements ”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ”manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Nimbus Group have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the ” Target Market Assessment ”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Nimbus Group may decline and investors could lose all or part of their investment; the shares in Nimbus Group offer no guaranteed income and no capital protection; and an investment in the shares in Nimbus Group is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue. Furthermore, it should be noted that notwithstanding the Target Market Assessment, Carnegie will only procure investors who meet the criteria of professional clients and eligible counterparties.

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Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Nimbus Group and determining appropriate distribution channels.